EFORE PLC Stock Exchange Release 26 February 2018 at 9.00 a.m.
Notice of Efore Plc’s Annual General meeting
Notice is given to the shareholders of Efore Plc of the Annual General Meeting to be held on Wednesday, 12 April 2018 at 10.00 a.m. at Stella Business Park, Terra building, address Lars Sonckin kaari 16, 02600 Espoo. Coffee will be served at 9.30 a.m. The reception of persons who have registered for the meeting will commence at 9.30 a.m.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, consolidated annual accounts, the report of the Board of Directors and the auditor's report for the financial period 1 January 2017 - 31 December 2017.
Review by the CEO
7. Adoption of the annual accounts and consolidated annual accounts
8. Resolution on the use of the result shown on the balance sheet and resolution on the payment of dividend
The Board of Directors proposes to the Annual General Meeting that the loss of the parent company for the financial period of EUR 726,336.82 shall be transferred to the accrued earnings account, and that the Annual General Meeting would resolve not to distribute any dividend to the shareholders for the financial period 1 January 2017 through 31 December 2017.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration and principles of compensation of travel costs of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that the remuneration paid to the Board of Directors for the term beginning at the end of the Annual General Meeting and ending at the end of the Annual General Meeting 2019 should remain unchanged and be as follows:
Chairman of the Board of Directors 3,500 euro per month
Other members of the Board of Directors 1,750 euro per month
Travel and accommodation expenses are payable against receipt.
11. Resolution on the composition of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that five (5) members shall be elected to the Board of Directors.
The Shareholders’ Nomination Board proposes that Tuomo Lähdesmäki, Marjo Miettinen, Jarmo Simola and Antti Sivula will be re-elected as members of the Board of Directors. The Shareholders’ Nomination Board proposes further that Taru Narvanmaa is elected as a new member of the Board of Directors. The term of the members begins from the closing of the General Meeting at which he or she has been elected and expires at the closing of the Annual General Meeting 2019.
Taru Narvanmaa’s CV is attached to this notice.
All of those concerned have given their consent to serving on the Board of Directors and are considered to be independent of the company and its major shareholders. The candidate information relevant considering their service for the Board of Directors is presented at the company website www.efore.com.
12. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the elected auditor shall be reimbursed according to the reasonable invoice of the auditor.
13. Election of auditor
The Board of Directors proposes to the Annual General Meeting the re-election of the Authorized Public Accountants KPMG Oy Ab as the company's auditor for the period ending at the end of the Annual General Meeting 2019. KPMG Oy Ab has informed that Authorized Public Accountant Henrik Holmbom will be the responsible auditor. The candidates have given their consent to election.
14. Authorizing the Board of Directors to decide on the issue of shares as well as the issue of options and other special rights
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to, in one or more transactions, decide on the issuance of shares and the issuance of options and other special rights entitling to shares referred to in chapter 10 section 1 of the Companies Act as follows:
The number of shares to be issued based on the authorization may in total
amount to a maximum of 11,150,000 shares, corresponding to approximately 20 % of all the shares in the company.
The Board of Directors decides on all the terms and conditions of the issuances of shares, options and other special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares, options and other special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
The authorization cancels the authorization given by the Annual General Meeting on 5 April 2017 to decide on the issuance of shares and special rights entitling to shares.
It is proposed that the authorization be valid until the close of the following Annual General Meeting, however, no longer than until 30 June 2019
15. Proposal of the Board of Directors on the forfeiture of the shares in the joint account and the rights carried by the shares
The shares of Efore Plc have been incorporated in the book-entry system as of 25 April 1994. In connection with the incorporation in the book-entry system a joint book entry account was opened in the name of Efore Plc for such shareholders who failed to request the registration of the share rights by the end of the notification period resolved in connection with the incorporation in the book-entry system. The last date of the notification period in Efore Plc’s incorporation in the book-entry system was 24 April 1994. In case a shareholder has not within ten years from the last date of the notification period requested the registration of the shares in the joint book-entry account, General Meeting of Shareholders of Efore Plc may resolve on the forfeiture of the shares in the above-mentioned joint book-entry account in accordance with chapter 3, section 14 a (3) of the Companies Act.
The Board of Directors proposes that the Annual General Meeting resolve, within the meaning of chapter 3, section 14 a (3) of the Companies Act, that the rights pertaining to Efore Plc’s shares in the aforementioned joint book-entry account and the rights carried by the shares will be forfeited and that the aforementioned shares shall be passed to the company. Rules and regulations applicable to own shares shall be applied to the forfeited shares. Further, the Board of Directors proposes that Annual General Meeting resolve to authorize the Board of Directors to take all necessary actions as required by this decision.
According to the proposal, such forfeiture would concern the shares that are still in the joint book-entry account with regard to which the registration of shareholder rights in the book-entry system has not been declared prior to the beginning of the Annual General Meeting concerning the matter at 10 am on 12 April 2018.
16. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The above proposals for resolution in respect of matters on the agenda of the General Meeting and this notice as well as the company's annual report which includes the annual accounts, the consolidated annual accounts, the annual report of the Board of Directors and the auditor's report are available on 22 March 2018 the company's website at www.efore.com. The proposals for resolutions and other documents referred to above are also available at the General Meeting. Copies of these documents, together with this invitation, will be sent on request to shareholders. The minutes of the meeting will be available at the website referred to above no later than from 26 April 2018 onwards.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING
1. The right to participate and registration
Each shareholder, who is registered on 29 March 2018 in the shareholders' register of the company maintained by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company.
A shareholder, who wants to participate in the General Meeting, shall register for the meeting during the period starting at 10 a.m. on 26 February 2018 and ending at 10 a.m. on 9 April 2018. The registration must reach the company by 10 a.m. on 9 April 2018 at the latest. Such registration can be made:
a) directly by e-mail to ir@efore.fi ;
b) by telephone to Efore Plc / Anu Virokannas or Sari Jaulas, +358 9 478 466; or
c) by mail to Efore Plc / Anu Virokannas, Post Box 260, FI-02601 Espoo.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Efore Plc is used only in connection with the General Meeting and the necessary processing of related registrations.
A shareholder, his/her representative or proxy representative shall, if needed, be able to prove his/her identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of those shares based on which he/she, on 29 March 2018, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Oy at the latest by 10:00 a.m. on 9 April 2018. As regards nominee registered shares this constitutes due registration for the meeting.
A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank in good time in advance of the General Meeting. The account management organization of the custodian bank will need to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the shareholders' register of the company at the latest by 10 a.m. on 9 April 2018.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered in original to Efore Plc/ Anu Virokannas, Post Box 260, FI-02601 Espoo before the end of the registration period.
4. Other information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On 26 February 2018, the total number of shares and votes in Efore Plc is 55,772,891.
EFORE PLC
THE BOARD OF DIRECTORS
For further information please contact Mr. Jorma Wiitakorpi, CEO, on tel. +358 40 175 8510.
DISTRIBUTION
Nasdaq Helsinki Oy
Principal media
Efore Group
Efore Group is an international company which develops and produces demanding power products. Efore's head office is based in Finland and its sales, marketing and product development units are located in China and Europe. In addition, the group has a sales and marketing unit in United States. In the fiscal year ending in December 2017, consolidated net sales totaled EUR 69.9 million and the Group's personnel averaged 432. The company's share is quoted on the Nasdaq Helsinki Ltd. www.efore.com
Appendix 1: Taru Narvanmaa’s CV
http://prlibrary-eu.nasdaq.com/Resource/Download/817a8714-917e-4133-a1e6-538749cfa787
